Turning the Tides of War
by Lord Mephisto
Summary: Xana has taken over the world. all that remains are small resistance groups. the Lyoko gang must combine the remaining armies, and destroy Xana and return the world to peace. my first story please read and review. thanks. rated teen, for now.
1. Chapter 1

Disclaimer: I don't own code Lyoko or any of it's characters.

* * *

The year is 2009. 6 months after Xana sent his entire mechanized army to earth. Taking control of all the worlds top countries. The united states now served as one giant factory that Xana used to mass produce his robots. Japan he uses as his port country. Using the civilians that were unable to escape as his slaves. Most of the world leaders have fled to secrete locations at the start of the invasion. Most of them believed to be dead, leaving the world leaderless. The Lyoko gang separates, each leaving to protect their families the best they can. Yumi goes to Japan, Odd to Italy, Ulrich to Germany, while Jeremy and Aelita stay at the factory, one of the last safe places in France.

For the tenth day in a row, Jeremy sits in front of the supercomputer, desperately trying to contact someone, anyone.

"This is an all channel broadcast, this is Paris calling: Is anyone out there?, please respond!" Jeremy said into his mouth piece. "Repeat: this is an all channel broadcast: this is Paris, is anyone out there?"

"Jeremy, give it a rest, you need some sleep." Aelita said walking up to him. "There hasn't been any radio activity for 5 days, you need to rest."

After a long thought, he finally gave in. "Alright but promise me that you'll keep trying while I sleep?" he begged.

"Ok Jeremy, I promise." she said. That seemed to ease his worries as he made his way to the elevator and down to the scanner room that now served as his and Aelita's sleeping quarters.

It took him a while to fall asleep, thoughts of his friends plagued his mind, stealing him of precious sleep. His eyes finally falling closed, after what seemed like an eternity… Perhaps he would get some rest after all.

"Jeremy! There's someone on the radio!" Aelita shouted. - No sleep today.

His eyes bolted open, now fully awake. "who is it, Aelita? Where are they? What's the situation? What…"

"Jeremy, take a breath!" Aelita shouted, unable to answer all of his questions.

"They want to speak to our leader… I thought that would be you." she said handing him the radio headset.

"This is Paris, who is this?" he said into the mouthpiece.

Static, and then… " This is Combat Headquarters, Berlin." a mans voice said. "Who am I speaking to?" the man asked.

"Jeremy Belpois, sir."

"What is your status?"

"We are refugees hiding in an abandoned factory in Paris, Sir. We are running out of food and water."

"What do you number?"

"Only two of us, sir." he began. "there were more of us but the other were either killed but the robots, captured, or have died from our lack of food." he explained. Then he began asking the questions. "How many other countries are left… alive I mean? are their more survivors?" he desperately hoped the answer was 'yes'

"As I understand it, the only remaining safe grounds are the northern parts of Canada, the outlying islands of Japan, and here, in Berlin." The man stated.

"Sir may I ask a favor?" Aelita piped up.

"Yes, what is it?"

"A friend of ours…Ulrich Stern, he went to Berlin after the invasion started. Have you heard of him?"

"Ulrich Stern…? Why, yes. He is my son." the man stated.

"Is he ok, is he there, can we talk to him?" Aelita asked.

There was a moment of silence, then voices could be heard in the background…finally a voice came back. "Hello, Who is this?" it was indeed Ulrich's voice, but it was different.

"Ulrich, you're alive!" they both shouted, happy to see that their friend was alive.

"Are you two okay? What about everyone else, how are they doing?" he asked.

"We're fine," Jeremy said in a low tone. "but everyone else, they're gone Ulrich, all of them, we're the last that's left…"

"Oh my God…" was all he could manage.

"I'm sorry Ulrich, we just ran out of food and water…"

"Don't be sorry. It isn't your fault" he assured them. "don't worry, I'm coming to get you!"

"What do you mea…" and the line went dead. "What do you think he meant?" Aelita asked.

"I don't know."

* * *

"Ulrich, where do you think you're going?" his father shouted to him. Disbelief in his voice.

"Paris, France!" he said bluntly, as he and a squad of volunteers packed into a helicopter. the pilot signaling that he was ready to take off.

"I forbid you to go!" his father yelled over top the sound of the helicopter. "you're my only son, and I love you." He said.

"They are my friends, and I refuse to abandon them to death." he said sternly.

"I order you to stand down, ALL OF YOU!" his father roared.

"Dad…for once, that's an order I can't follow." He said, and the chopper took off. "I love you too dad." he said quietly. "But so do they." "Pilot! ETA to Paris?" he asked.

"Two hours, Sir" was the reply.

"Good, lets hope they can last that much longer."

* * *

Well there is chapter one, I know its not much, but I promise that it will get much better! All I ask is that you review.

Thanks for reading! And thanks to Winnow for kicking my butt into posting this finally!

Go check out his story Adventus, as I am currently co-authoring the story and would appreciate it. Thank again .


	2. Bloodshed

Chapter two: bloodshed

Ulrich sat impatiently in his seat aboard the chopper. He absentmindedly clenched his rifle, trying to formulate a plan of attack. Nothing was coming to him though, just more and more scenarios that ended badly.

"_A frontal assault would leave our flanks open," _he thought bitterly,_ "and our numbers are too small to surround the factory."_

"We are so screwed." he mumbled.

"Sir?" a soldier asked. Ulrich had been so deep in thought, that he didn't realize he had said that out loud.

"Nothing, I was just going over the best route of attack."

"You mean to tell me I signed up for this and you don't even have a freakin' plan. Great, now we're sure to get killed!" another soldier said.

"No one ordered you to come on this mission," Ulrich said, getting irritated. "Pilot, ETA to target?"

"_Three minutes, Sir." _

"Sir, I have a suggestion," Corporal Jackson chimed in.

"_Thank god,"_ he thought. "Ok Jackson, let's hear it."

"Well Sir, as I see it, Sergeant Lockhart and I have these here sniper rifles. Put Lockhart in the tallest standing building, to cover our entrance. Once we're in, I'll take the factory roof to cover the extract. You can pick me up once the Sergeant is back in the chopper, Sir."

"You're just gonna leave the Sarge' out there by himself," a solder questioned.

"He's right. I'm not ok with putting Lockhart out there with out any support." Ulrich said.

"I'll cover him, Sir." this time it was private Price to add his two cents.

"Ok, Trader. Cooper. Dasha. You're with me!" Ulrich stated. The squad all nodded in agreement. "OK guys, we drop half a mile from the target, setup Lockhart and Price, then walk the rest of the way to the factory, with them as support."

"What about air support Sir?" Cooper asked.

"Sorry Coop, the chopper has to stay down 'till we are ready to evacuate."

"Sir, ETA, one minute." the pilot informed them.

"OK guys lets get this done." Ulrich said.

Moments later, the helicopter landed and deposited its cargo. The two pilots unstrapped and took defensive positions on either side of the chopper.

"See you in a few hours." Ulrich said to the pilots as they began the mile march to the factory.

Once the team was 500 meters from the factory they found a suitable location to set Lockhart and Price. A five story apartment building that was still half standing, the war had done its damage. Most of the floors were unstable and had holes. After a couple of minutes and few scares of falling through the floor Sergeant Lockhart was able to take a fourth story window to set up his rifle while Price set up his machine gun on the third. Once in place, they signaled the rest of the team to move on.

"Hey Ulrich?" Lockhart said into his headset.

"Yeah, Sarge'?"

"Do you think you could walk faster? It's almost 5 o'clock and I'm starving."

"Yeah, we'll stop at a café on our way and pick you up a sandwich"

"Ham and cheese, with a side of we're crazy?"

"Sure thing Sarge, anything you want."

"Okay good, because there's one right down the street to your left, I'm not sure I'll be able to cover your backs, because I keep flipping over to the café."

After a stifled laugh, the team set up across the bridge from the factory. It all still looked the same, untouched by the monsters patrolling the streets. It brought up memories, but they were here for a reason. Deciding on the best way to cross, Ulrich turned and looked knowingly at Dasha who instantly started to sweat.

"Aww man, why is it always me?"

"Because you are the scrawniest one here DA-SHA" Trader commented snidely, all the while grinning madly.

"I'm not Scrawny!" he retorted angrily balling a fist.

"Shut up and drop your extra gear," Ulrich commanded. Reluctantly Dasha took off the heavier equipment and readied himself to cross the bridge. "On three cover him! One... Two…Three! Go man go!" Ulrich yelled and Dasha took off running like he was possessed across the bridge.

Finally they were able to get across the bridge, each running one-by-one across. They took a quick minute to rest, they were coming off an adrenaline high and once everyone was ready they headed into the inner working of the factory. With Ulrich expertly leading the way down the maze of stairs and ladders the small group of rescuers finally made their way down to the super computer, only to find it vacant.

"We were too late." Ulrich said fearing the worst. Suddenly the elevator screeched to life. Ulrich and his men took aim as the door began to open.

"Jeremy?" Ulrich said disbelief in his voice. What he saw before him was not the same person he had left behind six months before. The Jeremy he saw look very different, his hair was long and unkempt. His face showed signs of malnourishment and his eyes had large dark bags underneath them which revealed that he hadn't slept in days. "Men, lower your weapons." Ulrich commanded taking a step closer to his old friend.

"Oh, Ulrich!" he said collapsing to his knees, fatigue finally setting in. "It's good to see you."

Ulrich hurried over and got down on one knee, "You look hungry, how many days has it been?"

"Eight," Jeremy replied. "I couldn't let Aelita go with out eating, so I gave what I had to her. We ran out 2 days ago."

"Let's get you cleaned up." Ulrich said helping Jeremy to his feet. "Trader, check him out and get him something to eat. Cooper, get the chopper on the radio."

"Yes sir!" they said in unison. Trader instantly pulled out a medical kit and an energy bar while Cooper handed the radio over to Ulrich.

"This is Ulrich; we are almost ready to begin extraction. Get the chopper ready do you copy." The line was nothing but static for a couple of seconds.

"We copy, but we have a situation, sir. We no longer control the skies! Three squadrons of hornets are hovering just above us. I think they are on to us sir; if we take off we're done for."

"Can you make it to Lockhart and Price?"

"Copy that sir! What do you want us to do when we get there?"

"Tell them to either dig in, or make their way to the factory. It's their choice."

"Copy that, we're moving out." the pilot said before the sound of lasers started going off in the background. Ulrich couldn't help, but cringed at the sound.

"Ulrich, what's going on?" Jeremy asked.

"We're stuck here. Hornets are preventing the helicopter from taking off. We are going to need some help if we're gonna make it back to Germany."

"I'll get on the radio now." Jeremy said while chewing ravenously at the energy bar. He climbed up into the supercomputer's chair. "Make sure Aelita stays safe."

"Hey, Jeremy, just like old times. Huh buddy?"

"Yeah, old times." he said sarcastically as he franticly began typing at the super computer. "Aelita, Ulrich is here," he said through the headset, "and we've got company. I want you to stay in scanner room. If things get too bad, I'll send you to Lyoko. You'll be safe there."

Jeremy turned to Ulrich and the rest of the soldiers as they made their way into the elevator. "Go." he said and the group headed up to make a defensive.

Ulrich and his team took their positions. Jackson made his way to the roof. While the rest of them barricaded the door to the elevator from ground level.

"Ok here's the plan," Ulrich began. "Nothing gets past the bridge, got it? The monsters will have to narrow themselves to try and get across the bridge. Try to conserve ammo though, we don't know what's coming and we may need the heavier stuff for later."

"Yes sir." they said in unison. And things they went quiet. For a few minutes, no one spoke, each lost in their own thoughts, some rechecking their weapons others ate a little food, but all that was interrupted when something broke out into their headsets.

"Guys, guys—we got a problem—Two very BIG ones!" It was Price. He sounded frantic and out of breath. "Two Mega Tanks and some bloks are headed your way. I'm staying here to provide rear cover for you. Lockhart and the pilots should be in sight soon. Oh no! They're here!" Price could be heard in the background firing his weapon. Then there was a scream. And an explosion was seen in the distance as a long wall looking laser shot up into the sky.

"Price, Price!" Ulrich screamed. Only silence was heard. A single tear ran down his cheek. He was gone, another death, another friend. When was it going to end? He cursed under his breath, he needed to focus on now. He failed Price, but he could still protect everyone else.

* * *

"OK, I can see the bridge. Don't fire until we are across and don't turn around," Lockhart told the team. "We run on three." he said looking at the two pilots. They clenched their weapons and nodded nervously, sweat was dripping down their faces.

"Don't worry, I got you covered form here." Jackson said.

"One! Two! Three! GO! GO! GO!" and they took off. Lockhart was in front while the two pilots followed behind. Soon after, however, a blok broke out from around the corner and began to fire at them. One shot hit the pilot in the back of the leg, causing him to fall. He began to crawl, calling out for help. Hearing this, the other pilot stopped and turned to help him.

"No don't stop!" Trader shouted, but it was too late, as soon as he had turned around, a laser hit him squarely in the head. He dropped lifelessly to the ground, soon after another shot mercilessly finished off the first pilot.

Hearing the deaths of the pilots behind him Lockhart dug down deep to find renewed vigor as he finally made it across the bridge and dove behind cover. With him finally safe behind their lines the others fired on the bloks destroying them.

"This is going to be one hell of a fight alright." Lockhart commented breathlessly as gripped his rifle ready to fire. He turned to look back at the approaching army, "Yup, one hell of a fight."


	3. Chapter 3

Chapter 3

The battle at the factory raged on into the late hours of the night. Everyone was exhausted. But Xana wouldn't give up. Ammo and supplies were slowly dwindling—they needed help, fast. Jeremy worked furiously; never leaving the super computer, their only chance right now was if they could some how get back-up. Soon they would be over run and Xana didn't take prisoners.

"Berlin, come in! This is Paris, we are under attack—I repeat—we are under attack! We need assistance NOW!" Jeremy yelled over the sounds of battle raging above. "We are low on ammo, we can't hold out much longer! Someone please resp.." Jeremy was cut off as the power to the factory was cut.

Jeremy! Where'd the lights go!?" Ulrich screamed into his headset. "We can't see anything out here! Get the power back on, we're sitting ducks out here! "

"I'm working on it Ulrich, but its going to take some time," Jeremy replied while slipped out of the super computers chair. He stumbled around looking for a flashlight, until he found one and clicked it on.

"We don't have time Jer. Xana's robots are already half way across the bridge." Ulrich yelled back.

Armed with Ulrich's pistol, Jeremy made his was down into the bowels of the factory searching for the cause of the power failure. What Jeremy found, made his heart fall to his stomach. Three Kankrelats had snuck into the factory and destroyed all the main power lines to the factory. There would be no repairing them now and no radioing for help.

Jeremy tried to slip away, but he kicked a pebble into the sewer water. Jeremy swore as the Kankrelats swarmed him. Their laser's hummed to life and started firing upon him. Jeremy tried to dive behind cover, but one of the shots hit him in his left shoulder. Grunting through the pain, with the help of spike in adrenaline Jeremy quickly blind—fired around the corner, destroying the three Kankrelats in only four shots.

If he hadn't been in life threatening danger Jeremy probably would've been impressed with himself, but there was still a fight to survive. Slowly making his way over to the charred Kankrelats, Jeremy kicked one of them into the flowing sewer water beside him. With the adrenaline high coming down, the pain returned and Jeremy painfully limped his way back to the super computer. On the way, he came to terms with the fact that they might not survive this night.

Finally making it back to his chair, Jeremy slumped down into his seat. Shaking his head in a defeated way, he put his headset on and sorrowfully gave Ulrich the news.

"Ulrich, the main power lines have been cut, it isn't safe in here anymore. The monsters have found a way in. There's nothing more I can do from here." Jeremy spoke slowly his words strained from the pain in his shoulder.

"Jer, I want to you go into the scanner room with Aelita, barricade the door the best you can, and don't open the door for anyone but me, understand?"

"Yeah I understand Ulrich, be careful out there. God be with you Ulrich."

"God be with us all," Ulrich said as he shot and destroyed another blok, "Not one monster gets past us," he said, his voice tinged with anger.

* * *

After informing Ulrich, Jeremy made slowly made his way down the ladder to the scanner room. Aelita was trying her best to hide behind one of the scanners, her makeshift bed tightly wrapped around her. Jeremy looked closer, she was sleeping. _'Finally, she found time to rest._' he thought to himself. He sat himself down next to Aelita, he moved to put his arm around her, as he did he felt a sharp pain from he hissed in pain as he recoiled. He looked to see if he had woken her; he did not. He lowered his head and began to think: if this was to be their last days, he wanted to reconcile for his wrongs.

"Aelita, I'm so sorry! I had no idea that it would cause so much pain, so much destruction, so much pain." he spoke softly. Never raising his head. "All I wanted to do was surprise you and bring your family back. I never dreamed it would turn out so badly. You were se close to having a family again, and I ruined everything. I hope you can forgive me one day." A single tear rolled down his cheek.

A moment later, he felt a hand gently touch his shoulder. He looked up to see Aelita with tears in her eyes.

"Stop blaming yourself! " she cried. "It's not your fault Xana got out of Lyoko, there was a bug in the super computer that didn't alert you that Xana was up to something. That's not your fault, things just happen!" tears streamed down her face. "So how in the world am I going forgive you for something you didn't do? " She said, a smile creeping onto her face. She looked over to Jeremy… paused for a second, then threw her arms around him. He tried to hug her back, but he couldn't lift his left arm.

"Oh my God! Jeremy, you're bleeding!" she shrieked. "What happened?"

"A couple of Kankrelats found their way into the main power room. I went to see what happened and they found me, I destroyed them all, but one got off a lucky shot." he winced slightly as he explained the large gash in his shoulder.

"let's get you fixed up." she said. She tore a long strip of cloth form her bedding. "Ok, take off your shirt." she ordered. Jeremy obeyed with a slight blush.

After tending to his wounds, Aelita handed Jeremy's shirt back to him. "There, now it might not get infected as soon."

"Thanks." He said. He hugged Aelita as tightly as he dared. "Lets just hope we live long enough to see how good your handy-work was." Aelita hugged back, looking up to the ceiling. She could still hear the distinct sounds of lasers and gunshots.

* * *

Another swarm of monsters approached the bridge. Ulrich called for an ammo check. The results of that ammo check did not prove reassuring. Trader was down to his pistol. Dasha had spent all of his ammo and both of his grenades. Lockhart had one round in his sniper rifle left. Jackson had one grenade and his pistol. Cooper was in the same condition as Jackson.

The team was running out of options and running out of time. They had to think of something and quickly.

"Looks like we'll be fighting with knives soon." Trader commented.

"Maybe not!" Dasha said. "I have a plan. What we do is get two grenades, someone runs to the center of the bridge, drops one in the center of the robot swarm, in order to disorient them. Then we toss the other one up into the air close to that telephone pole's transformer. It will emit an electric pulse that should short out the robots circuits. That should allow us enough time to get out of here." he finished breathless.

"But the blast from the grenades would kill the person out there." Trader said.

"Not if they dove off the bridge, into the river." Dasha retorted.

"So who's the lucky guy?" Lockhart asked.

Instead of answering Lockhart's question, Dasha simply took his knife from his belt and handed it to Trader.

"What are you doing?" he asked.

"You said it yourself, 'Looks like we'll be fighting with knives soon.' If this doesn't work, you'll need it more than I will. Now take it!"

Reluctantly, Trader took the knife; he desperately hoped he wouldn't need.

Dasha readied himself, taking a grenade into each hand.

"You don't have to do this, Dasha." Ulrich said worried.

"Too late, see ya!" He shot back, as he took off across the bridge. He bit onto each pin pulling them out, arming the explosives. He made it to the center of the bridge. He dropped the first grenade, counted to three, and tossed the second, up into the air. Everyone watched in anticipation each praying this crazy plan would work. Dasha had executed his plan perfectly, and was about to dive off the side of the bridge to safety, but just before the first grenade went off; a laser hit him in his lower back. He screamed in pain as he fell next to the grenade…

Everything seemed to be in slow motion for his friends as they watched their friend and comrade die in the first explosion. The second explosion, however, successfully destroy the transformer. Just as Dasha had said, the remaining robot's circuitry was fried by the electric pulse from the destroyed transformer.

"Dasha, you fool…" Cooper whispered.

"No!" Trader shouted, "He's no fool! He knew it was a one way trip."

"How do you know that?" Ulrich asked,

"One day, when we were still in basic training…" he began, "he told me that if he was ever to die in battle, he wanted it to be from an explosion, so we didn't have to carry his body back with us," he choked on his words. After clearing his throat and wiping his eyes, he continued, "then he said if he could leave one thing behind to leave in his coffin, it would be his combat knife. He's always did have a thing for knives." he finished in a half-hearted laugh.

"I see. Then I will allow you to take it back with you as he wished. Cooper, try to contact Berlin, we still need a ride out of here. I'll go down and check on Jeremy and Aelita."

"Yes sir." He said. He quickly got on the portable radio and again called for help.

* * *

"Jeremy did you hear that!?" Aelita shuddered. They heard a large explosion that shook the walls of the scanner room. Dust fell from the ceiling above.

"Shh! Listen!" He said. "The shooting stopped. Maybe Xana finally gave up."

"Well, I guess we will find out soon. Won't we? " She answered.

They waited in silence for any word of what was going on. Though neither dared to open the door to find out.

A few moments later, they heard something pounding on the door.

"Guys let me in, it's time to go!"

"Ulrich, thank God" Jeremy said. Aelita opened up the door. Ulrich had a very strange look on his face. One of joy and sadness.

"Time to get you out of here princess." he said. Walking over to Jeremy, he helped him up, and spoke to him lowly. "Don't let her look at the bridge on the way out, Ok."

Jeremy nodded.

The three made it back to the bridge, while they were gone, the others covered Dasha's body with a blanket, what was left of it anyway. Cooper had managed to raise Berlin on the portable, a helicopter was on its way to pick them up.

When the helicopter arrived there was a special gift waiting to them on board.

"What's with the box?" Ulrich asked the pilot.

"I don't know." He answered. He handed Ulrich a manila file folder. "Your father gave me orders to give you this, along with the contents of this crate. The documents in the folder are classified, for your eyes only, Sir. The purpose of the crate is in that folder also, its contents are for your and your team. Also, your father told me that after I have recovered you and your guests, I was to follow your orders, sir."

"Very well, thank you for the information." Ulrich opened the folder and pulled out a hand written letter. It was from Ulrich's father.

'My son, if you get the chance to read this, I want to start off by saying I'm sorry. I should have supported you in your decision to rescue your friends. I now realize that if we have any chance of winning this war, then what better allies then the people who beat this foe the first time. With that said, I understand that there were five friends that helped you defeat Xana. You know better than I do where they might be. So I give you the task of retrieving them. The purpose of this is to raise a fighting force to stand up to this threat. With the soldiers you have left, I want you to choose one, and only one. The one you choose will be informed of this plan and will aid in this fight. The choice is yours, so choose wisely. Tell your friends, when you find the other two, to do the same.

Good luck, and God speed.

Your loving father.

P.S. I hope you like the supplies I left you with they are for you and the soldier you have chosen. There is also something in the bottom just for you and your friends. You know which ones I mean.'

He opened the box. A crooked smile dawned his face. Inside the box were enough weapons and ammunition for a small army, complete with body amour.

He looked at the men before him. To decide who would be the best to choose, that was a hard decision for Ulrich to make. Trader was one of the last medics Germany had at their disposal. Cooper was the only one that could operate a radio, so he was out. Jackson had been wounded, he was a last resort. That left Lockhart. "Yes. Lockhart will do. He speaks both Italian and Japanese." He thought to himself. "sergeant!" He yelled, over the noise of the helicopters engines. He handed Lockhart the folder. He read the letter and looked up at Ulrich with an evil grin. "May I?" he asked.

"You certainly may." he replied. The same grin adorned his face. "Ok, lets get out of here. First stop, Berlin HQ to drop our guests off. Second stop, Italy!" He shouted.

He and Lockhart began to rummage through the crate to see just what toys Ulrich's father had left them to play with. Lockhart found some ammo for his sniper rifle and scoped assault rifle along with some light body armor.

"This will do nicely." He said happily.

Ulrich took out a rocket launcher and handed it to Lockhart.

"Carry this for me, will you?" Ulrich asked, laughing.

"You sure know how to make a boy like me happy don't you, sir?" Ulrich just smiled.

Next Ulrich took out some body armor and put it on. Then he took out two assault rifles, Two pistols- he threw one over to Lockhart- some extra grenades, and a small sub-machine gun.

The helicopter took off and began the journey back to headquarters.

"You know what you two look like?" Asked Jeremy. The both nodded 'no' "Like you are about to take on an army by yourselves." He said with a chuckle. They smiled proudly at one another.

"What are you going to do in Italy?" Aelita questioned.

"Get Odd back!" He said smiling.


	4. Like Old Times

Chapter 4

Once the gang was back safely at Germany HQ, Ulrich took a moment to show Aelita and Jeremy around. He showed them to their rooms first, giving them time enough for a change of clothes. They were both very thankful for that. While they changed, Ulrich waited in the hallway.

'_This mission is going to be one of the hardest yet,'_ Ulrich thought. _'I don't even know where to begin looking for Odd.'_ He closed his eyes to help concentrate, they needed a plan and they needed it now. Being so deep in his trance, Ulrich didn't hear Jeremy come out of his room. He stood in front of Ulrich, waving his hand in his face.

"Hello, earth to Ulrich?" he yelled.

"Wha? AH!" Ulrich screamed, falling over quite comically. Jeremy couldn't stop himself from laughing.

"Sorry Ulrich, I thought you were asleep." He said, helping Ulrich to his feet.

"I- I was just thinking about the mission to Italy, it's not going to be very easy," he began. "We don't ever know if he is still alive…" Ulrich said lowly. _'What if we can't find him,' _he thought.

"Ulrich has it really been THAT long for you to forget?"

"What do you mean?"

"Who sent you to Lyoko every time Xana attacked? Who made sure you guys came back safe? Ulrich I may not have the super computer in front of me, but I'm not dead! I'm still useful."

"Ha, I had forgotten," he laughed. "It's been so long I guess I forgot that we were a team."

"Are a team," Jeremy corrected. "With your permission, I'll guide you guys in and act as your radio operator here… Just like old times," he added after a pause.

"What about Aelita?"

"What about me?" Aelita had just opened the door and over heard her name.

Ulrich briefed Aelita on the situation while continuing their tour around the compound, fist to the rec room, then the mess hall, the shooting gallery and finally to the command center.

Once in the command center, the three were greeted by a tall man standing in the center of the room. He wore General's stars on his shoulder and a red beret. Among him were various computer stations, all manned by similarly dressed soldiers. The general spoke loudly as they entered the room. "Attention!" He boomed. All the soldiers stood and saluted Ulrich, before he dismissed them back to their duties. Walking up to the man, Ulrich saluted and shook the man's hand. "Hi Dad," he said.

"Hey, Son, glad to see you back in one piece," He smiled. "These must be your friends."

"I'm Jeremy."

"My name is Aelita, nice to meet you Mr. Stern."

"Please call me James. Everyone here does," he replied happily. "Ulrich, I'm sorry about your unit," He said taking a serious tone.

"It's fine, Dad. They knew the risk." he said, holding back tears. "About Italy," he began.

"Uh-Sir…"

"You need to get to Milan train station. That's the most likely the best area to start. Most civilians were using trains to flee and to find their families," His father began.

"Ok."

"Sir…"

"You will likely find some rebels near Milan; hopefully they can aid you in your search."

"Right."

"SIR!" a technician shouted, "We are being hacked! It's like nothing I've ever seen before." A large red symbol flashed on the screen. "What do I do, Sir?" The soldier was panicking.

"Move!" Jeremy shouted, pushing the man out of his seat. He began to type feverishly as command prompts popped up. He typed some more. Wiping the sweat from his brow, he adjusted his glasses, and typed, and typed, and typed. Soon, Xana's symbol started to flash on all the screens. "Aelita! I need some help here."

She, like Jeremy, just shoved a soldier from his post, and started working. As the moments passed, the two began talking in their own language; no one knew what they were talking about, but everyone knew it was important. No one spoke, the air thick enough to cut with a knife. Soon the two entered a last few commands and the Xana symbols disappeared.

Jeremy turned to Ulrich, "Xana didn't manage to get much," everyone breathed a sigh of relief, "All he managed to get was a record of your munitions stockpile and air capabilities."

"What!" Ulrich and his father said in unison. "That's terrible, how can you not be concerned!"

"Because, he didn't find what he was looking for," Jeremy stated.

"Jeremy, if Xana doesn't care about what weapons we have, then what could he be looking for?" Ulrich asked, although he was quite afraid of the answer he might receive.

"We should speak in private," James said. "Let's step outside for a walk."

The four left the command center and began to walk the perimeter of the base. Jeremy took a deep breath and spoke.

"I'll be honest with you Sir. We don't know what Xana is planning," he said bluntly. Aelita spoke next, "What we do know is that Xana is powerful and that he isn't stupid, what he's planning will be unlike anything any of us have ever seen."

"What's more, we aren't used to fighting Xana with just three. If we had Odd and Yumi, we would have a better chance," Ulrich said. "We need to find them, and soon. I just hope it isn't too late."

"Then we need to start our search right away," James said putting his arm around Ulrich's shoulder. "Let's get your friends back, son." he finished with a smile.

"Alright!" they all cheered.

Ulrich was all but wrong is his assumption. Xana was becoming increasingly annoyed with the resistance humanity was putting up. He expected them to just roll over and play dead. However, he forgot to take into account the human's will to fight and he was determined to right his earlier mistake. He just needed to play his cards right and wait for the perfect moment, a moment that would drive a stake into the heart of every man, woman and child, a moment that would cripple them all.

(line break)

Deep in a secluded bunker half way across the globe. A conversation was taking place that would not only shift the power to the humans, it would shake Xana to his core, and reveal a secret so devastating, that it was meant to be taken to the grave.

"Do you realize what you are proposing, professor?" A man said in disbelief.

"It's the only way to take control, Sir. We must activate project ALMA, now! Before he realizes what's going on. If we wait, he'll kill us all." Answered the professor.

"If this fails, it will be all our heads."

"Then it must not." The professor said.

"Very well, active project: ALMA."

"Yes, Mr. Renwick, right away."

"Mess with me you stupid computer, I'll fix you!" Mr. Renwick laughed.

AN. Ha ha, cliff hanger! So many questions! Haha. If anyone can guess where I came up with the name ALMA, I will dedicate the next chapter to them.

Here's a hint… metal music from Mexico… so what band am I talking about? Guess and you win!


	5. Chapter 5

**Disclaimer: I don't own anything except this stories plot and OC's all else belongs to Moon Scoop, no copyright infringement intended.**

**Now On With The story**

Chapter 5

"Ulrich, do you read me? " Jeremy said.

"We can hear you Jer." Ulrich replied through his headset. He and Lockhart were aboard a large airplane bound for Italy. They were determined to find Odd.

The minutes passed and Ulrich's mind began to wander. Back to the day that his world was torn apart.

_Flashback_

_Jeremy was at the factory going over some new files that they had found in sector 5. One that had spiked his interest was one titled "project data: ALMA" he clicked the file to open it. He found some very interesting data inside. He decided to call the gang before he went any further. _

_Once everyone was there. Jeremy started explaining what he had just found._

"_Ok, so this file seems to have a lot of information on XANA and where XANA originated," he began. "But what doesn't make sense here is the date of the file."_

"_What's the date?" Yumi asked._

"_June 6th"_

"_What's so special about the 6th of June?" Aelita asked._

"_June 6th 1944. That's D-Day, the invasion of Normandy. In World War 2."_

"_Oh my God!"Aelita gasped. "That means… that means Xana was made as a weapon?"_

"_It seams that way," Jeremy said. "But what I puzzles me, is the fact that it never mentions Lyoko. Just Xana and ALMA, whatever that is. It seems that when ever this Xana project was started so was this Alma project."_

_Suddenly, Xana's symbol appeared on the screen and then the screen went black. The supercomputer shut down then rebooted itself._

"_Einstein! What's happening?" Odd asked._

" _I don't know, Odd! But I have a bad feeling about this." _

_Jeremy was never so right. Because within days, Xana's monsters were appearing all over the world attacking at will. It had been decided that the gang would split up, it was out of their hands at this point. It would be left to the worlds armies to stop Xana now. Kadic was evacuated. Each student was sent home as per military orders. That was when Jeremy and Aelita had told the gang that they were staying at the factory._

_Jeremy would not leave until he could fix what he had done, even if he died trying. Yumi and the others begged Aelita to come with them, but she would not leave Jeremy's side. After all he had done for her, she would not abandon him now._

_Then the buses left, bound for the airport. That was the last time the 5 of them had been together._

End flashback.

"Ulrich, you alright? Man you're tearing up."

"Huh, what?" Ulrich said wiping his eyes.

"You were crying. Something on your mind?" Ulrich was silent. "Someone, maybe?"

"Yeah…Yumi." Ulrich began. "I haven't seen her since all this started. I just want to know she's alright. That's all."

"Be thankful that you can still have hope." Jared said patting Ulrich's back trying to console him. "I have no more hope… " He finished with tears clearly starting to form in his eyes.

"Why?"

"You say you haven't seen her since this started, that you don't know what's become of her… well I _do_ know what's become of my family, my friends, my love," Jared said, anger, sadness and regret all painfully present in his voice. "They're dead," he said bluntly. "All buried beneath the smoldering ashes of what used to be my hometown."

Ulrich was speechless. He had no idea what Jared had been through to volunteer for the German militia.

"I'm so sorry Jared. I didn't know."

"Don't be," he began. He wiped his eyes clear and continued. "The only one that's going to be sorry is the monster that killed them, and I'm not stopping until my hands wring the life from his body," he said coldly.

"Then we had better get to work." Ulrich said with a grin. Jared matched his smile. Then they went over their equipment one last time as the pilot called the "ten minute" warning. A silence came between them as they assembled their weapons. Lockhart finished loading ammo into his rifle and looked towards Ulrich.

"A piece of advice," Jared said finally, his tone serious once again. "Humans are the only creatures that can actively shape their futures. Don't forget that."

Moments later the pilot spoke over the radio.

"We will be over the drop zone in two minutes." He said. "Good luck down there, I hope this trip was worth the risk."

The two went over their equipment one last time, then the ramp in the back of the airplane dropped. Just as they were about to jump, Ulrich hesitated.

"Wait!" He yelled over the noise.

"What is it?"

"I forgot something." Ulrich replied running to a small crate near the front of the plane. He opened the crate, and removed a long rectangular box. He walked back to the ramp, and had Jared tie the long box into Ulrich's backpack.

"What's that for?" he asked.

"You'll see when we land." was Ulrich's reply. "Now let's go!"

They both promptly jumped from the plane, the air hissing past their faces. Moments later their parachutes opened, and they glided safely to earth, landing in an open field.

Immediately, they began searching for a place to hide until morning, when they would begin to search for Odd. The two surveyed the landscape in the dim moonlight. Ulrich checked his compass: to the south lie a series of hills, to the north and west was a dense forest only a few hundred feet away. And to the east was a deep valley.

They quickly decided to hide in the forest for the night, then make their way to the tops of the hills to get a better view of the area, and hopefully find some sigh of life nearby.

They readied their weapons and began to move into the woods, as they walked, a low branch caught Ulrich's pack causing him to fall, that's when he realized what caused his fall, -the box- it was still tied to his backpack.

"Jared, untie this thing!" he said quietly in frustration. _"I cant believe I forgot about that."_ Jared did as he was asked, and then handed the box over to Ulrich.

"So what's in the box?"

"This." he said opening the box. What he pulled out was a long, yellow katana.

"Woaw, what's that for Rambo?" Jared asked, his voice feigning shock.

"It was a gift from Yumi. She gave it to me before all this happened. I promised I would always keep it with me, and I intend on using it on Xana himself, when we finally get the chance."

"Nice… Well, this looks like a nice spot to camp out. How about I take the first watch so you can get some sleep, I'll wake you up in the morning." Jared said as he laid his things down next to a tree.

"Deal." Ulrich said with relief, as he settled down on the hard ground.. Only moments after he laid his head down, he was sleeping. A small smile crept over his lips as he held his sword in his hands. His last conscious thought: Xana will die…

* * *

**Florence, Italy**

**Two Days after Xana's First Attacks**

Odd frantically looked around the station. His train had just arrived back in Florence. Masses of people were pushing and shoving trying to run, to get anywhere, anywhere but here. Some were escaping to Asia, Africa or even the Americas, but no where was safe. Odd picked up a discarded newspaper. Xana's monsters had been seen on every continent, but Europe was the hardest hit.

A news cast on one of the public televisions showed an army of blocks marching through Paris. Their beams destroyed anything in sight. The Eiffel tower had even collapsed on its side. Odd sighed in relief when the reporter said there had been no sign of the monsters in Italy yet, but Jeremy and Aelita were still back there. He hoped they were okay—no, he knew they were okay. It was Mr. and Mrs. Einstein, if anyone could think of a way out of a problem it would be them. Right now he had to find his parents.

Where were they? He looked around the station once again, but he only saw more panicked faces. They said they'd meet him at Florence's train station. He tried to call them on his cell phone, but he only received a blank tone.

Suddenly his ears picked up on a familiar sound and Kiwi started barking.

"Get down!" Odd yelled, as he dove onto the ground. A vast red wall of energy ripped through the train station, killing dozens as trains were torn apart from the blast.

"Damn it." Odd coughed out as the dust started to settle. He groggily sat up. His head was throbbing in pain. He didn't have much time to nurse himself as a mega tank slowly rolled in from the slice it made in the station wall.

Panic swelled in the crowd again. The survivors from the blast climbed and ripped through the crowd trying to escape. Many had to climb over debris. Small fires were everywhere, some people were on fire, rolling around to get it out. A putrid stench filled the air. Odd could feel himself nauseous at the whiff of it.

The mega tank continued to survey the crowd. Spinning around like a top, causing the crowd to move away from in front of it. Odd was nearly trampled by the running masses.

The mega tank finally picked its targets. In two quick blasts destroyed the exits while simultaneously taking out more trains, more lives. The debris from one of the train cars flew out like a dagger landing an inch from Odd's face.

"Holy—" he yelled as he backed away from the piece of twisted metal that almost killed him.

Odd watched as the mega tank slowly rounded the crowd up in middle of the station. The people cowered as the tank scrutinized them. Children cried loudly as the adults tried to stand protectively in front. The mega tank started charging up; it was going to slaughter them without mercy. Odd snapped in anger. Without even thinking he ripped the aluminum shard out of the ground and ran towards the tank. The tank didn't even have time to comprehend what was happening as it was suddenly stabbed in the eye of Xana.

The mega tank suddenly closed and rolled backwards from the crowd. It exploded in a blinding light causing everyone to cover their eyes. As they opened them, they noticed that Odd had climbed on top of an over-turned train. The crowd was in awe and shock. This young boy had just saved their lives. Some people cried in joy at the sight, but Odd would have none of it.

"Don't celebrate!" Odd yelled, as he looked at the people. "This is not over. These monsters still exist."

The people took a step back in shame at their preemptive joy. The boy was right. The monsters were everywhere.

"They are not invincible though. They can be defeated. This will not be an easy fight, these monsters are powerful."

"No kidding," a man stepped forth from the crowd. "That's exactly why I'm getting out of here."

The crowd agreed. Many started heading towards the destroyed exit. The sooner they made an opening the sooner they could get out, get away.

"Wait!" Odd yelled again to get their attention.

The crowd turned around to look at him again.

"There is no where we can go that those monsters won't find us."

"You don't know that," a woman challenged.

"I do. Look at the destruction this one monster caused. Do you think you can out run that forever? The best chance we have is to bunker down and make a resistance. If those monsters are going to push us, I say we push back!"

"The kid makes a valid point," replied a voice from the crowd.

"So what?" the first man asked. The man was in his middle ages. He had short brown hair and had brown eyes to match. His messy hair and bags under his eyes showed his fatigue. It looked like he had been running for a while. Even through his tired expression and posture he had a will about him. "We are all just going to coalesce into a resistance? Who's going to lead us? Does anyone even have any experience fighting those things?"

"I do."

The crowd looked to Odd. How could this kid have experience fighting those things? Sure he just destroyed that one, but that didn't make him experienced.

"I've seen them before," he admitted. "I was in France when the monsters appeared. I saw them destroy Paris and the surrounding areas. I also saw the French army put up a resistance. I know some of their weak points. You need to trust me."

Of course Odd left out the bit about Lyoko. Still what he said wasn't a total lie. He was is France during the monster's appearance and he prayed that the crowd would accept that as enough of an answer.

"Alright kid." The brown haired man answered. "Seeing as there aren't any better options, I guess we'll have to believe you, but don't think that you're going to be the only one in charge. We still have much to discuss, and I'm sure everyone will agree that I don't want to do it here."

The crowd nodded.

That was enough for Odd. With a smile, he hopped down from the train.

"Alright everyone, we are now a resistance and the first order of business is getting out of here."

The crowd raised their fists and cheered. They started clearing the collapsed exit. They needed to get organized.

Odd ran over and grabbed Kiwi and removed him from his carrier. Grabbing only his most important belongings he quickly joined the crowd. He still didn't see his parents and he hoped they were still alive. All he could think was, "Where are they?"

* * *

**Florence, Italy **

**Present day:**

As the sun rose over the Italian hillsides, it cast shadows on a few remaining farmhouses. It was hard to believe that only six short months ago, this hill side had been full of trees, pastures filled with livestock, and children playing carelessly in the gentle breeze of the country side. Now all that remained were smoldering trees riddled with bullets. The once green pastures now lie in silent testament to Xana's cruelty. The livestock strewn about the hillside, lifeless and decayed. The children no longer froliced in the grass, they remain in the farmhouse cellars, fearful of what lie above.

Odd and the others from the train station had chosen this location because it was secluded from the cities where Xana had near total control. Though after only a few days Odd came to a harsh realization: three farm houses were not big enough to safely hide the near one hundred people he had rescued. He needed to find a better shelter. To that end, he and a handful of volunteers began to dig a series of tunnels linking the farmhouses to one another. Then they began to dig out living quarters, a mess hall, armory, medic station, even a classroom. They had everything they needed for a resistance movement except one thing-soldiers.

However, this place was by no means a paradise. Conditions among the people were getting worse by the day. The refugees were fighting each other instead of fighting Xana. Some were so fed up with hiding in the ground that they tried to escape, running into the surrounding forests at night, only to be caught and killed by patrolling sentries.

Finally a meeting was held to determine the next plan action. Something had to be done. Odd and the brown-haired man—who's name was Garry—came to the conclusion that they needed to search the outlying areas, and try to find another resistance cell.

Odd pondered the options for a moment before speaking. "Who all will go?" he asked Garry.

"Just me," he replied. "It's harder to track one man, than a group of people."

"You're sure?"

"Yeah, Odd. Besides, if we both went, who would watch over the others?" Garry asked.

"Fine, if you do manage to find another cell," He began, "try to bring back a rifle or two. We're down to six and we could use a bit more ammunition.''

"Right, anything else?"

"Yeah, try to bring back some food. I hear the children are getting a bit upset with only one meal a day." Odd said as his stomach growled. "They already asked if we could cook Kiwi, so don't bother, the answer is NO." The dog yelped. The thought of being served as dinner didn't seem to please him much. "Start by heading up north, there was a rumor going around that a group of ex-soldiers were hiding somewhere near the next farm, if that's true, they might be useful."

"I'll leave right away." Garry said, taking hold of his rifle. 'It should only take a day or so to reach the farm and return."

"Alright, Good luck, and be careful." Odd said, hoping Gary would return unharmed with supplies.

"Thank you, Odd. I will." Gary said.

* * *

**AN: well there's chapter 5, what did you think? If you liked it, comment and tell me why. If you didn't like it, tell me what I could do better! **


	6. Chapter 6

AN: i am super sorry to everyone who has been waiting for this chapter. i must admit that i had an extreme case of laziness. i promise it wont take as long for chapter 7 to get posted.

i want to take a moment to thank everyone who's review my story thus far, its a big help for me to see that people really like my work. so if you want the next chapter sooner, help me out by sending me a review!

with that said, on with chapter 6!

**Chapter 6**

As Ulrich slept, Jared's tired eyes scanned for any sign of an ambush. With a poor lapse in judgment caused by a haze of fatigue, the sentry nodded off into a light sleep, but he was suddenly awakened by the sound of a stick breaking. His eyes shot open, looking for the cause of the disturbance. He subconsciously clenched his weapon tighter. Fear crawled up his spine; his heart beat painfully in his chest, and even against the cold metal of his rifle, his hands became clammy because of sweat. A single thought shattered the cloudy storm in Jared's mind like a bolt of lighting across the sky; had he and Ulrich been found? His eyes searched everywhere, and after a few tense moments, Jared finally calmed and continued to scan the still darkness.

An unknown number of hours had passed since Jared heard the noise. The sun was beginning to crest the horizon. Tired, cold and wet with the morning's dew, Jared slowly stood up, stretched and began preparing to begin the long march north—towards the hills.

The forest was slowly beginning to come alive. Birds chirped quietly over the sound of rustling leaves blown about by a cool, gentle wind. Everything was surprisingly peaceful. Jared was amazed by the scene. It was like the fight for humanity's survival no longer existed in this place. It was calm; almost agonizingly so. Jared was beginning to become jittery. Peace just no longer existed anymore—constant battles with Xana had proven that. The man almost expected a Blok or Tank to appear, thrusting him once again into a vicious tango with death.

It was time to move. He couldn't take the suspense any longer.

One look at Ulrich changed Jared's mind. He was curled up underneath a low tree. His face still and innocent, much like a child's—Ulrich was still a child the older man reminded himself, letting a low, sadistic chuckle escape from his lips. The world was cruel, and Jared didn't have the heart to wake the boy up just yet. No, five more minutes would be fine, but that was all he could offer.

With his decision to give Ulrich a few more minutes rest, Jared took out the radio that they had packed and contacted the base. Now was as good time as any to check in.

* * *

**At the Base**

Jeremy's POV

I awoke abruptly to the ever annoying sound of my alarm clock. Rubbing my temples I willed myself out of my cot. A harder task than it seemed with every muscle still stiff with exhaustion. I glanced at the that the little box that continued to beep in a harmonic monotone. It read 5:17a.m. I slowly moved my hand to the digital clock, switching the constant buzzing off. My body finally conceded defeat; sleep would not be returning. I trudged my way out of the barracks, being careful not to wake anyone else. The hall towards the command center was empty. Only essential personal were awake tending to the facility and its sleeping inhabitants. The smooth metal that made up the hallway seemed so eerie that instead of being strong and protecting, it felt as if the steel with brittle and weak. I paid little attention to my paranoia. Everyone was used to fear because long ago it had become our constant companion, thinking about it only made everything worse because it was a waste of something we no longer had, time.

Before I had realized it, I was inside a dimly lit control room. And there it was; the sight that made my heart melt. Aelita slumped over the main computer terminal, her head resting gracefully across the keyboard.

That's Aelita for you. I couldn't stop my growing smile. Even with her disheveled clothes and hair, she still looked so beautiful. I don't know how long I stood there just watching her. At that moment, the rest of the world didn't matter. It was just me and her. I didn't want this peace to end, but the world had become warped a long time ago. We could no longer escape from it, and even though I fought the urge to wake her, it had to be done.

I took my time in walking up behind her, careful not to make a sound. I was like an animal on the hunt. Every move I made was slow and deliberate, and with a grace I didn't know I had, I was soon looking over her shoulder. I saw what she had been working on. Leaning closer to the screen, I realized that somehow she had made a copy of the "Project ALMA" folder.

Why had this kept her up so late? I would have to ask her about it later. I shook my head, deciding to ignore the thoughts in my head about what she was doing. She hadn't told me about this, and the thought of that alone was enough to elicit an audible sigh from under my breath. I wouldn't get any answers from her until she was awake and out of the state of bliss caused by sleep.

"Aelita. Wake up, Aelita," I said softly as I laid my hand on her shoulder, shaking her a little.

She woke with a start, back straightening and eyes wide open, looking at me with a startled but still curious gaze. It was a little funny and I smiled in humor as she finally found her voice.

"Oh, Jeremy, you scared me!" she said with a gasp. In her flustered state. She began smoothing some of the wrinkles on her clothes. I could see as she began to get her wits straight again. A stray pink lock dangled in front of her face, but as soon as she noticed, she nimbly tucked it behind her ear. I had to restrain myself from focusing on just how cute it was.

"Sorry Aelita," I chuckled a bit, it was impossible to hold in for any longer. "I just thought you might find a bed more comfortable."

"That's alright, Jer, I'm fine," she said. Though her eyes betrayed her. I could tell she was exhausted, and she knew I that I could tell. I gave her a knowing look hoping it would change her mind, but I had a feeling it wouldn't. "Really, Jeremy I'm alright," she persisted.

I noticed a particularly funny irony to this situation, and I couldn't help but laugh.

"What?" she asked thoroughly confused. "Bad hair day?"

Though her hair was quite ruffled from her late night research, I no longer noticed. Instead I was trapped by her large emerald eyes that seemed so deep that they could swallow me whole. I couldn't move, nor even think. Time stood still to me once again, and I would've stayed like this forever if I had noticed the sound of Aelita tapping her foot loudly in irritation.

"Well, what is it?" she asked again. This time I had enough composure to formulate an answer.

"Think about it Aelita, a year ago, you would have been scolding me for staying up so late working on your anti-virus. Isn't it funny how we've seemed to have switch roles?"

She had to admit that it was a little ironic, and just like I had, giggled at the thought.

"You're right. It is kind of funny, " she said as she rose from her seat to stretch her tired body.

"Command. This is Lockhart reporting."

I was a bit startled by the transmission. It seemed to have caught Aelita off guard as well. I scanned the room and for the first time I noticed that in fact Aelita and I were the only two in the room. I quickly pulled up a chair next to the radio.

"Command. This is Lockhart please respond."

"Lockhart, this is Jeremy. I'm reading you loud and clear," I said after slipping on the radio's headset. Aelita walked over and leaned over my shoulder; I was starting to get that dazed feeling again.

"Jeremy?" Lockhart asked. "Why are you the radio? Nevermind, it's not important. Ulrich and I made it through the night. I just wanted to check in before we needed to have radio silence."

"Good, any sign of Odd yet?" I asked. I heard a slight sigh and then Jared answered.

"No," he said, "Not yet." He sounded a little solemn. I couldn't even begin to think about was going through his mind. Suddenly he spoke again, "Jeremy, what if we don't find him?" he asked, startling me.

I hadn't expected him to be so forward, and I lost my voice as I could no longer think rationally enough to respond. For the first time I realized that he had a point. What if we couldn't fine Odd?

Aelita though was not so tight lipped, and before I could answer him, she tore the headset from my ears and half shouted, "You will find him. You have to! Do you hear me?" she huffed before throwing the headset to the ground and stomping off to the barracks, probably to calm down and perhaps get some real rest.

I stood up to go chase her, but I realized it would be a useless action at this point. She needed some time to herself. Instead, I picked up the headset from the floor and dusted it off before placing it back on my head and sat back in my chair only to be greeted by a dumbfounded Jared.

"What was that all about?" he asked me. I understood the man's confusion, as I felt a little of the same. He didn't even have the benefit of knowing Odd like I had.

"I'm not sure, she's never acted like that before, I'll have to go talk to her later." I told him, making a mental note for myself.

"I've dealt with women before, that reaction only happens rarely. It seems to me that you've got some competition there, Jer." Jared said smugly, trying to lighted the mood a little.

Still, I didn't appreciate the comment.

"They aren't like that," I said a bit annoyed.

I could almost see the Cheshire Cat grin spreading on Jared's face. "Come on, Jer," he almost sang, "war changes a person, and with girls these day, you never know—"

Now I was down right mad. I could feel myself beginning to loose my composure, and I would not give him the pleasure of hearing me get angry. There was only one thing I could do: I had to shut him up. Then, I would go talk to Aelita to try to get some of the answers I wanted as well.

"Hey Jared," I began, "remember that radio silence order you requested? Well that started ten seconds ago, so I think you should move on." My voice stern and betrayed as little emotion as I could

"But, that's... I didn't— " he began before I cut him off.

"This is command out, over" I said before ending the transmission. For a moment I just sat there, feeling triumphant that I had out smarted him. Now wasn't the time to bask in my small victory, I still had to talk to Aelita and see what caused her earlier outburst.

By this point the others had begun to wake and James—as he insisted on being called—walked into the command center.

"Good morning Jeremy! " he said greeting me with a strangely cheery tone.

"Morning." I said flatly, my concealed anger was beginning to slip out. I hoped he would see my displeasure and leave me alone. Just like my luck, it didn't work. Instead he simply spoke more.

"I'm glad I caught you alone, Jeremy. I was hoping we would have a chance to talk over some strategies for the upcoming missions against Xana, " he said looking at me with a warm smile.

"Another time, I have something important to do right now." I said coldly as I rose from my chair. I began to walk to the door, with James standing in front of it, blocking my path. His face no longer held the cheery smile it once had. It was now locked into a hard frown, but it was his eyes that caught my attention. They mirrored the concealed anger that I could feel in mine.

"More important than coming up with a plan to beat Xana?" he asked in a tone that I was sure was made up of shock, anger and displeasure.

"At the moment, yes." I answered, pushing past him and walking out of the command center towards the one place I was sure Aelita would be.

* * *

**Italy**

Ulrich's POV

After reporting into headquarters, we began the long march south. I took point, while Jared watched behind us for any tell tale signs of danger. We traversed the hills slowly, a watchful eye always scanning the surroundings.

As we approached the crest of the first hill, I ordered Jared to scan the area using his rifle scope. I watched him intently as he moved the rifle from left to right. It amazed me how the marksman could switch from being so jovial to serious. When it came down to it, Jared was just reliable. He understood when it was time to be serious and focused. I would never tell it to him, but that was the quality I liked most about him.

"Do you see anything?" I asked as Jared continued to scan the hills of the countryside.

"Nothing," he said and continued to scout the area, but as soon as he had finished speaking his head cocked back quickly. "Wait! I've got an individual at twelve o' clock. He's heading into a farm house." Jared looked up from his scope and started making adjustments to get a better look.

"Good work, let's get down there is see what he's up to," I commanded. We waited until Jared had finished checking out the barn through his scope before moving on.

We moved deftly and in unison down the hill to the farmhouse. As we drew closer, a putrid smell over took our senses.

"What is that?" Jared asked me, a hint of disgust present in his voice.

"Quiet!" I said in a hushed tone.

I worked my way to the window as Jared took a position in front of the door. I peered in, and what I saw almost caused me to lose what little food I had in my stomach.

Inside, was a man of average height, he had short brown hair, and he was also wearing green combat fatigues. At the man's feet there laid four dead soldiers. He was knelt over one of the bodies. His fingers skillfully searched the blood-stained pockets of the deceased with precise, quite motions—qualities of a man that had learned to survive in world of death and destruction. Then I noticed the one thing that could swing this encounter out of our favor—a rifle. The man was armed! That changed everything.

Thinking quickly, I devised a plan for us to enter the farmhouse and subdue the individual. Moving next to Jared, I spoke softly as I told him my plan.

"Okay Jared, this guy is armed with a rifle, but it's a bolt-action, so he'll only have one shot if he's lucky. I want you to breach the door." I told him as I readied myself, "Once the door is open, I will enter and secure the man, you'll follow behind me and make sure he doesn't get a chance to use that gun of his, understand?"

"Got it, Ulrich." he replied, he seemed a little unsure, but I knew he wouldn't miss his target.

"One more thing, Jared. We need to know what happened here, no shooting." I instructed.

"Okay," he nodded. Putting his hand on the door handle he looked at me and said, "Ready?"

I placed the butt of my rifle into my shoulder and stood ready at the door. "On my mark, Three, Two, One, Mark!" I said and charged as Jared swung the door open, then following me in as planned.

Once inside, the man attempted to shoulder his weapon. Jared quickly moved to the man's side shouting, "Arresti, metta l'arma giù! Ora!" Seeing no current alternative, the man slowly complied and placed his gun at his feet.

"Mani nell'aria, ora!" Jared shouted, again the man reluctantly obeyed the order.

I then took the rifle from the ground and pointed it at the man.

"' Non spari, non spari. Resistenza, resistenza" the man said over and over.

"What's he saying?" I asked, wanting to know what the man had to say.

"Parli inglese?" Jared asked.

"S..Sì." replied the man. "Yes…"

Satisfied with Jared's work I took over the interrogation.

"Who are you? What happened to these men? "

"My name is Gary Burt, I am with the Italian Resistance." he began "I was sent here to gather men and supplies. "

"What kind of supplies?"

"Food, medicine, weapons, ammunition." he said. I watched his eyes intently, they never wandered. He was telling the truth.

"What about these men?"

"We had lost contact with them some time age, we feared the worst, but if their supplies remained, I was charged with bringing them back. We're starving. Our children are starving."

"Children?" Jared asked.

"Not just children. We shelter entire families."

"It's clear we're on the same side. Please get up." I said extending my hand to Gary.

Once Gary was on his feet again, he began to explain everything. Starting from the attack at the train station, to taking shelter in the farm houses, to building the current underground tunnel systems.

The two boys stood in shocked silence as the grizzled old man told the story of their camp's survival. Neither could believe that a single man could accomplish such a feat on his own; let alone do so successfully.

"…And that brings us to the present you see here." He said taking a deep breath. "So now you know why I am here, now it's time you tell me why you are here."

Ulrich took a deep breath, then spoke "We are looking for someone; a friend of ours." he began. "it is very important that we find him. If we don't, we may never kill Xana." he said.

Gary thought for a moment before letting out an audible sigh. "Well, if he is that important to you, then you should speak with our resistance leader. If anyone can help you, he can. He has been keeping lists of everyone who's came to our shelters." he began. "help me with these supplies and we can be off. " he said.

The two quickly busied themselves gathering supplies from the dead soldiers first, then searching the rest of the farm house. Once the had gathered all they could carry, Ulrich peered out the window, scanning for any sigh of danger.

A very slight smile graces Ulrich's lips. '_maybe we will find him after all_' he thought.

"Ok now, follow me. stay close, and stay down." Gary ordered.

"Right!" the two said in unison and began moving out toward the Italian resistance base.

* * *

**Renwick's bunker**

Mr. Renwick was sitting at his desk looking over the latest revisions his scientists had given him on Project: Alma. He read and re-read the data displayed on his computer screen, coming to the same conclusion each time: something was missing. A critical line of code had been overlooked. A line that Renwick was willing to do anything necessary to obtain.

"Damn it!" he cursed. "Why are you doing this to me?" his words became heated as his anger got the best of him. Suddenly, he rose to his feet, fists white- knuckled and sweaty. He clenched the edge of his desk in frustration. His anger soon became too much and he cried out with rage. "Rrrahhh! XANA!" He bellowed. "XANA YOU WORTHLESS PIECE OF SHIT, GET IN HERE… NOW!"

Moments later, a smoky haze filled the room. The smoke drew together in front of Renwick's desk, taking on a humanoid form. Once it's shape was clearly defined, Xana spoke softly, "Yes master?" he said obediently. "How may I serve you?"

Panting and out of breath from his earlier outburst, Renwick spoke harshly. "I am tired of waiting, Xana. I want you to find those brats, and I want you to kill them. Do you understand me? Find and kill them all!" Renwick screamed in anger.

"Yes master. My sentries have spotted them in Italy, I shall leave at once." Xana said and began floating away to begin his newest mission.

"Xana…. If you fail me again, there will be consequences."

"Yes, my master." was Xana's only reply before vanishing from the room.

As Xana made his way to Italy, he couldn't help but wonder what Renwick had meant when he said there would be consequences. What "consequences" could he inflict on a being such as Xana? 'He can't destroy me,' Xana thought. "He needs me too much to get rid of me. So then what could he mean?" he pondered.

Xana soon pushed the troublesome thought from his mind as he came increasingly close to his objective, the place where one of the Lyoko warriors were hiding. This time he wouldn't let them escape.

* * *

**Italian Resistance Base**

It was breakfast time for the resistance and in an attempt to ignore his own hunger, odd had taken to helping serve the refugees their first ration of the day. Though one could hardly call it a mean. a slice of bread- no butter, one scoop of beans, one slice of fruit (on days they had any), and one glass of water. This was the best Odd could do for them. It made his sick. Some days he wondered how much longer they could live on their own like this-fighting sickness, starvation, AND Xana was beginning to wear them all down, both physically and mentally.

"Here you go." he said with a smile handing a small boy his plate. Odd knew he had to hold on, it was his responsibility to care for these people, and he full-well meant to.

Once everyone had been given their share, the kitchen staff made plates for themselves and joined the rest of refugees in the dining hall. Odd however opted to eat alone in the kitchen. He didn't enjoy the solitude, not by a long shot, but how could he sit and chat with these people as if nothing was wrong? None of them would understand the pain he carried within himself. The pain of knowing that he failed to stop Xana, failed to protect all of the innocent people's lives that Xana had already claimed in his bloody conquest. The worst pain of all was knowing that he had failed his friends. Jeremy, Aelita, Yumi, Ulrich, he had let them all down, and that was something that he would never forgive himself for.

Lost in his musings, Odd didn't notice how dead silent the mess hall had become. When he finally snapped out of his trance-like state, he looked up into the crowd.

"It cant' be…." he said completely taken over with shock.

"I knew I'd find you in a kitchen somewhere."

End chapter 6

AN: there is it folks chapter 6 is done! what did you all think? like it or not, please review and tell me what you thougth.


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